t65985_sc13da.htm

0001188112-09-001635.txt : 20090724 0001188112-09-001635.hdr.sgml : 20090724 20090724172011 ACCESSION NUMBER: 0001188112-09-001635 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20090724 DATE AS OF CHANGE: 20090724 GROUP MEMBERS: DANIEL J. DONOGHUE GROUP MEMBERS: DISCOVERY GROUP I, LLC GROUP MEMBERS: MICHAEL R. MURPHY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TESSCO TECHNOLOGIES INC CENTRAL INDEX KEY: 0000927355 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 520729657 STATE OF INCORPORATION: DE FISCAL YEAR END: 0329 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48549 FILM NUMBER: 09963008 BUSINESS ADDRESS: STREET 1: 11126 MCCORMICK ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21031 BUSINESS PHONE: 4102291000 MAIL ADDRESS: STREET 1: 11126 MCCORMICK ROAD CITY: HUNT VALLEY STATE: MD ZIP: 2121031 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DISCOVERY EQUITY PARTNERS, LP CENTRAL INDEX KEY: 0001258542 IRS NUMBER: 300075082 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O DISCOVERY GROUP I, LLC STREET 2: 191 N. WACKER DRIVE SUITE 1685 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-265-9600 MAIL ADDRESS: STREET 1: C/O DISCOVERY GROUP I, LLC STREET 2: 191 N. WACKER DRIVE SUITE 1685 CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: DISCOVERY EQUITY PARTNERS LP DATE OF NAME CHANGE: 20030806 SC 13D/A 1 t65985_sc13da.htm SCHEDULE 13D (AMENDMENT NO. 6) t65985_sc13da.htm

	UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
	Washington, D.C. 20549	Expires: February 28, 2009
	SCHEDULE 13D	Estimated average burden hours per response. . 14.5

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

TESSCO Technologies Incorporated

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

872386107

(CUSIP Number)

Daniel J. Donoghue

Discovery Group I, LLC

191 North Wacker Drive

Suite 1685

Chicago, Illinois 60606

Telephone Number: (312) 265-9600

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

July 23, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 872386107

	1.	Names of Reporting Persons. Discovery Equity Partners, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Illinois

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power None.

			8.	Shared Voting Power 580,870

			9.	Sole Dispositive Power None.

			10.	Shared Dispositive Power 580,870

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 580,870

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 12.1%

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 872386107

	1.	Names of Reporting Persons. Discovery Group I, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power None.

			8.	Shared Voting Power 680,092

			9.	Sole Dispositive Power None.

			10.	Shared Dispositive Power 680,092

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 680,092

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 14.2%

	14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 872386107

	1.	Names of Reporting Persons. Daniel J. Donoghue

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power None.

			8.	Shared Voting Power 680,092

			9.	Sole Dispositive Power None.

			10.	Shared Dispositive Power 680,092

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 680,092

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 14.2%

	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 872386107

	1.	Names of Reporting Persons. Michael R. Murphy

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power None.

			8.	Shared Voting Power 680,092

			9.	Sole Dispositive Power None.

			10.	Shared Dispositive Power 680,092

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 680,092

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 14.2%

	14.	Type of Reporting Person (See Instructions) IN

Item 1.		Security and Issuer

		This Amendment No. 6 (the “Amendment No. 6”) relates to the Common Stock, par value $0.01 per share (the “Common Stock”), of TESSCO Technologies Incorporated, a Delaware corporation (the “Company”), which has its principal executive offices at 11126 McCormick Road, Hunt Valley, Maryland 21031. This Amendment No. 6 amends and supplements, as set forth below, the information contained in items 1, 3, 4, 5 and 6 of the Schedule 13D filed by the Reporting Persons on March 14, 2008, as amended by Amendment No. 1 thereto filed by the Reporting Persons with respect to the Company on April 14, 2008, Amendment No. 2 thereto filed by the Reporting Persons with respect to the Company on May 23, 2008, Amendment No. 3 filed by the Reporting Persons with respect to the Company on June 10, 2008, Amendment No. 4 filed by the Reporting Persons with respect to the Company on July 9, 2008 and Amendment No. 5 filed by the Reporting Persons with respect to the Company on January 29, 2009 (as so amended, the “Schedule 13D”). All capitalized terms used herein but not defined herein have the meanings set forth in the Schedule 13D. Except as amended by this Amendment No. 6, all information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, true, complete and correct as of the date of this Amendment No. 6.

Item 3.		Source and Amount of Funds or Other Consideration

		Item 3 of the Schedule 13D is amended to read in its entirety as follows: The total purchase price for the 680,092 shares of Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy as of July 22, 2009 was approximately $9,923,532, and the total purchase price for the 580,870 shares of Common Stock beneficially owned by Discovery Equity Partners was approximately $8,476,749. The source of such funds was the assets of Discovery Equity Partners and another private investment partnership (collectively, the “Partnerships”) over which Discovery Group exercises discretionary investment management authority, including proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Partnerships with a broker on customary terms and conditions. None of the shares of Common Stock beneficially owned by the Reporting Persons currently serves as collateral for any such margin loans. The Partnerships are the legal owner of all of the Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy.

Item 4.		Purpose of Transaction

		Item 4 of the Schedule 13D is amended by adding the following as the sixth paragraph thereto: On July 23, 2009, Discovery Equity Partners sent a letter to the Board of Directors of the Company relating to, among other things, (i) the voting results at the Company’s 2009 Annual Meeting of Stockholders with respect to the shareholder proposal presented by Discovery Equity Partners requesting that the Board of Directors eliminate the Company’s Shareholder Rights Plan and (ii) Discovery Equity Partners’ request that the Board of Directors of the Company form a standing Strategic Alternatives Committee of the Board to adopt and supervise specific guidelines to respond to strategic interest expressed by other parties in order avoid the conflicts between management’s interests and those of the shareholders generally in these matters. The description of the aforementioned letter of Discovery Equity Partners contained in this Schedule 13D is qualified in its entirely by reference to the text of such letter, which is included as Exhibit 1 to this Amendment No. 6 and is incorporated by reference herein.

Item 5.		Interests in Securities of the Issuer

		Item 5 of the Schedule 13D is amended to read in its entirety as follows: The information concerning percentages of ownership set forth below is based on 4,805,329 shares of Common Stock reported outstanding as of June 4, 2009 in the Company’s Proxy Statement on Schedule 14A, filed on June 12, 2009. Discovery Equity Partners beneficially owns 580,870 shares of Common Stock as of July 23, 2009, which represents 12.1% of the outstanding Common Stock. Discovery Group beneficially owns 680,092 shares of Common Stock as of July 23, 2009, which represents 14.2% of the outstanding Common Stock. Mr. Donoghue beneficially owns 680,092 shares of Common Stock as of July 23, 2009, which represents 14.2% of the outstanding Common Stock. Mr. Murphy beneficially owns 680,092 shares of Common Stock as of July 23, 2009, which represents 14.2% of the outstanding Common Stock. Discovery Group is the sole general partner of Discovery Equity Partners and has sole discretionary investment authority with respect to the other Partnership’s investment in the Common Stock. Messrs. Donoghue and Murphy are the sole managing members of Discovery Group. As a consequence, Discovery Group and Messrs. Donoghue and Murphy may be deemed to share beneficial ownership of all of the shares of Common Stock owned by both of the Partnerships, while Discovery Equity Partners shares beneficial ownership with Discovery Group and Messrs. Donoghue and Murphy of only the shares of Common Stock owned by it. The transactions in Common Stock effected by the Reporting Persons during the past 60 days are set out in Exhibit 2 hereto. No person other than the Partnerships is known to any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the shares of Common Stock reported herein.

Item 6.		Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

		Item 6 of the Schedule 13D is amended to read in its entirety as follows: There are no contracts, arrangements, understandings or relationships (legal or otherwise) between or among any of the Reporting Persons and any other person with respect to any securities of the Company other than the governing documents of Discovery Group and the Partnerships, the margin loan facilities referred to under Item 3 of the Schedule 13D, the Joint Filing Agreements of the Reporting Persons with respect to the Schedule 13D that were included as exhibits thereto, the Joint Filing Agreement of the Reporting Persons with respect to this Amendment No. 6 included as Exhibit 3 to this Amendment No. 6, and the Powers of Attorney granted by Messrs Donoghue and Murphy with respect to reports under Section 13 of the Securities Exchange Act of 1934, as amended, which Powers of Attorney are included as Exhibit 4 and Exhibit 5, respectively, to this Amendment No. 6.

Item 7.	Material to Be Filed as Exhibits

	Exhibit 1: Letter dated July 23, 2009 of Discovery Equity Partners to the Board of Directors of the Company.

	Exhibit 2: List of transactions by Reporting Persons in the Company’s Common Stock during the 60-day period preceding this filing.

	Exhibit 3: Joint Filing Agreement dated as of July 24, 2009, by and among Discovery Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.

	Exhibit 4: Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.

	Exhibit 5: Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	July 24, 2009
	Date

	DISCOVERY GROUP I, LLC, for itself and as general partner of DISCOVERY EQUITY PARTNERS, L.P. Michael R. Murphy*
	Signature
	Michael R. Murphy, Managing Member
	Name/Title

	Daniel J. Donoghue*
	Signature

	Daniel J. Donoghue
	Name/Title

	Michael R. Murphy*
	Signature

	Michael R. Murphy
	Name/Title

	*By: /s/ Mark Buckley
	Mark Buckley
	Attorney-in-Fact for Daniel J. Donoghue
	Attorney-in-Fact for Michael R. Murphy

Exhibit Index

Exhibit 1:	Letter dated July 23, 2009 of Discovery Equity Partners to the Board of Directors of the Company.

Exhibit 2:	List of transactions by Reporting Persons in the Company’s Common Stock during the 60-day period preceding this filing.

Exhibit 3:	Joint Filing Agreement dated as of July 24, 2009, by and among Discovery Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.

Exhibit 4:	Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008

Exhibit 5:	Power of Attorney of Michael R. Murphy, dated as of April 28, 2008

EX-1 2 ex1.htm EXHIBIT 1 ex1.htm

EXHIBIT 1


		Daniel J. Donoghue Managing Partner 1 312 265 9604 ddonoghue@thediscoverygroup.com

July 23, 2009

The Board of Directors

c/o David M. Young, Corporate Secretary

TESSCO Technologies Incorporated

11126 McCormick Road

Hunt Valley, MD 21031

Dear Directors:

At today’s 2009 Annual Meeting of Shareholders, the non-management shareholders of TESSCO Technologies spoke loudly and clearly against the anti-takeover devices adopted by the Board on February 1, 2008 without shareholder consent. Excluding the shares voted by directors and management, which we assume were voted against our proposal as recommended by management, 75% of the shareholders casting votes were in favor of our proposal to eliminate the Shareholder Rights Plan (“poison pill”). The outcome was not surprising given that ISS Governance Services, the leading proxy advisory firm to institutional investors, concluded in their independent report on this matter dated July 7, 2009 that it would be in the shareholders’ best interest to vote for the elimination of the pill. It is incumbent on the TESSCO Board to respond promptly to the expressed wishes of these non-conflicted shareholders to eliminate the poison pill.

The Board should exclude the shares voted by directors and management from its considerations because of the obvious conflict of interest. Management and directors have their jobs at stake in any potential acquisition of the company. It has become clear to us over the past few years that management is opposed to any change-of-control in the company.

In fact, the poison pill was implemented in response to a perceived acquisition threat by a strategic suitor. On November 19, 2007, Brightpoint, Inc. disclosed that it had acquired approximately 10% of the TESSCO shares. We believe Brightpoint was motivated by the opportunity to eliminate significant cost redundancies between the two companies, which may have included certain executive positions at TESSCO, perhaps even that of Mr. Robert Barnhill, the current Chairman and Chief Executive Officer. Shortly thereafter, the Board adopted the poison pill, a defensive device that is in decline among public companies and runs counter to modern governance practices, and simultaneously increased the threshold level for shareholders to call a special meeting. Both actions stripped shareholders of rights without their consent. Additionally, we believe that Mr. Barnhill rebuffed all direct overtures from Brightpoint to discuss strategic alignment of the firms. These defensive tactics stymied Brightpoint’s interest in TESSCO. The episode concluded with the use of company resources to directly repurchase the Brightpoint shares in another defensive maneuver commonly referred to as “greenmail” which provided more favorable terms to Brightpoint than to other shareholders, specifically complete liquidity for shares that otherwise suffer limited trading volume.

Further evidence of management’s entrenched stance is our attempt several years ago to introduce Mr. Barnhill to the Chief Financial Officer of a very large industrial distribution company that expressed interest to us in exploring strategic opportunities with TESSCO. We arranged an introduction between that executive and Mr. Barnhill. Later we learned that Mr. Barnhill failed to follow-up with the other party and would not return his phone calls. Very recently, we have become aware of several private equity firms that have attempted to contact Mr. Barnhill to explore the possibility of a “going-private” transaction. We understand that Mr. Barnhill has rebuffed these parties and, in many instances, failed to return their phone calls. We are not surprised given that in our own discussions with Mr. Barnhill about the merits of a “going-private” transaction, his principal concern has been that the process will ultimately lead to a strategic takeover of the company.

We think Mr. Barnhill is right on that point. The takeover interest in TESSCO is likely to be strong. The business is strategically well positioned and the shares are chronically under-valued. The weak trading value of the stock reflects the inefficiencies of its micro-cap status; 1) trading illiquidity, 2) lack of institutional investor interest, and 3) limited equity research. Those conditions are not going to change. To wit, companies with less than $500 million in market capitalization comprise 80% of all publicly traded firms but constitute a negligible 3.5% of the value of the public equity market. TESSCO’s market capitalization is less than $75 million, making it obscure even among micro-cap companies. Regardless of the company’s performance, we do not believe shareholders can obtain full economic value for their investment in the public market. The competitive and efficient market for TESSCO ownership is the merger and acquisition market. Unfortunately, your executive management team has sent strong signals to the M&A market that it is opposed to a transaction and its posture is supported by the poison pill and other defensive mechanisms that this Board has allowed.

Good governance compels the TESSCO Board to immediately rescind the poison pill based on the overwhelming vote of its non-management shareholders. Given the circumstances outlined above, the Board should also form a standing Strategic Alternatives Committee of the Board to adopt and supervise specific guidelines to respond to strategic interest expressed by other parties in order to avoid the conflicts between management’s interests and those of the shareholders in these matters.

Respectfully submitted,

DISCOVERY EQUITY PARTNERS, L.P.

By: Discovery Group I, LLC, its General Partner

By: /s/ Daniel J. Donoghue

Name: Daniel J. Donoghue, Managing Member

EX-2 3 ex2.htm EXHIBIT 2 ex2.htm

EXHIBIT 2

TRANSACTIONS DURING PAST 60 DAYS

The Reporting Persons engaged in the following transactions in shares of Common Stock of the Company during the past 60 days. Such transactions involved the purchase of shares on the Nasdaq National Market System.

Date	Type	Price	Shares
6/1/2009	Purchase	$10.8267	600
6/2/2009	Purchase	10.9580	1000
6/3/2009	Purchase	10.9920	3500
6/4/2009	Purchase	10.672	415
6/5/2009	Purchase	10.5601	1839
6/8/2009	Purchase	10.59	2
6/8/2009	Purchase	10.60	1
6/8/2009	Purchase	10.65	4
6/8/2009	Purchase	10.80	400
6/8/2009	Purchase	10.84	60
6/8/2009	Purchase	10.85	940
6/8/2009	Purchase	10.90	493
6/8/2009	Purchase	10.92	300
6/9/2009	Purchase	10.235	100
6/9/2009	Purchase	10.24	100
6/9/2009	Purchase	10.25	7
6/9/2009	Purchase	10.29	100
6/9/2009	Purchase	10.33	100
6/9/2009	Purchase	10.34	100
6/9/2009	Purchase	10.35	100
6/9/2009	Purchase	10.40	500
6/9/2009	Purchase	10.44	100
6/9/2009	Purchase	10.45	400
6/17/2009	Purchase	10.85	15
6/17/2009	Purchase	10.90	100
6/17/2009	Purchase	10.91	9
6/17/2009	Purchase	10.92	291
6/18/2009	Purchase	11.00	102
6/23/2009	Purchase	10.4	200
6/23/2009	Purchase	10.4375	100
6/23/2009	Purchase	10.50	1000
6/23/2009	Purchase	10.525	500
6/23/2009	Purchase	10.54	300
6/23/2009	Purchase	10.55	1000
6/23/2009	Purchase	10.65	100

Date	Type	Price	Shares
6/23/2009	Purchase	$10.73	177
6/23/2009	Purchase	10.74	600
6/23/2009	Purchase	10.75	223
6/23/2009	Purchase	10.95	300
6/25/2009	Purchase	10.40	400
6/25/2009	Purchase	10.60	4600
6/29/2009	Purchase	10.70	610
6/29/2009	Purchase	10.71	100
6/29/2009	Purchase	10.72	290
7/1/2009	Purchase	10.70	7
7/1/2009	Purchase	10.85	137
7/1/2009	Purchase	10.94	300
7/1/2009	Purchase	10.99	100
7/1/2009	Purchase	11.00	793
7/7/2009	Purchase	10.76	100
7/7/2009	Purchase	10.78	300
7/10/2009	Purchase	10.97	200
7/10/2009	Purchase	10.98	400

EX-3 4 ex3.htm EXHIBIT 3 ex2.htm

EXHIBIT 3

JOINT FILING AGREEMENT

The undersigned hereby agree to the joint filing of the Amendment No. 2 to Schedule 13D to which this Agreement is attached.

Dated: July 24, 2009

	DISCOVERY GROUP I, LLC
	for itself and as general partner of
	DISCOVERY EQUITY PARTNERS, L.P.

	By	Michael R. Murphy*
		Michael R. Murphy
		Managing Member


	Daniel J. Donoghue*
	Daniel J. Donoghue

	Michael R. Murphy*
	Michael R. Murphy



	*By:	/s/ Mark Buckley
		Mark Buckley
		Attorney-in-Fact for Daniel J. Donoghue
		Attorney-in-Fact for Michael R. Murphy

EX-4 5 ex4.htm EXHIBIT 4 ex4.htm

EXHIBIT 4

POWER OF ATTORNEY

The undersigned, Daniel J. Donoghue, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the Securities Exchange Act of 1934 and the rules thereunder on Schedule 13D or 13G, any and all amendments to such reports, with all exhibits, and any other forms or documents as may be necessary in connection with the filing of such reports with the United States Securities and Exchange Commission and any stock exchange or similar authority, granting unto said attorney full power and authority to do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete, as fully as the undersigned might or could do in person.

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact and agent.

IN WITNESS WHEREOF the undersigned has caused this Power of Attorney to be executed this 28th day of April, 2008.

	/s/ Daniel J. Donoghue
	Daniel J. Donoghue

STATE OF ILLINOIS	)
	) SS.
COUNTY OF COOK	)

I, Kareema M. Cruz, a Notary Public in and for the County of Cook, State of Illinois, DO HEREBY CERTIFY that Daniel J. Donoghue, who is personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered the said instrument as his own free and voluntary act, for the uses and purposes therein set forth.

Given under my hand and notarial seal, this 28th day of April, 2008.

	/s/ Kareema M. Cruz
	Notary Public

EX-5 6 ex5.htm EXHIBIT 5 ex5.htm

EXHIBIT 5

POWER OF ATTORNEY

The undersigned, Michael R. Murphy, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the Securities Exchange Act of 1934 and the rules thereunder on Schedule 13D or 13G, any and all amendments to such reports, with all exhibits, and any other forms or documents as may be necessary in connection with the filing of such reports with the United States Securities and Exchange Commission and any stock exchange or similar authority, granting unto said attorney full power and authority to do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete, as fully as the undersigned might or could do in person.

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact and agent.

IN WITNESS WHEREOF the undersigned has caused this Power of Attorney to be executed this 28th day of April, 2008.

	/s/ Michael R. Murphy
	Michael R. Murphy

STATE OF ILLINOIS	)
	) SS.
COUNTY OF COOK	)

I, Kareema M. Cruz, a Notary Public in and for the County of Cook, State of Illinois, DO HEREBY CERTIFY that Michael R. Murphy, who is personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered the said instrument as his own free and voluntary act, for the uses and purposes therein set forth.

Given under my hand and notarial seal, this 28th day of April, 2008.

	/s/ Kareema M. Cruz
	Notary Public

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